0000950123-10-000948 Sample Contracts

EMPLOYMENT AGREEMENT P R E A M B L E
Employment Agreement • January 7th, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana

This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subject covered in the Agreement are vitally important to you and to the Company. Thus, you should read the document carefully and ask any questions before signing the Agreement.

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 7th, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • Indiana

This Change in Control Agreement (the “Agreement”) is made and entered into on January 6, 2010, to be effective on January 8, 2010, by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “Company”), and John J. Greisch (the “Executive”).

Limited Recapture Agreement
Limited Recapture Agreement • January 7th, 2010 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus

This Limited Recapture Agreement (the “Agreement”) by and between Hill-Rom Holdings, Inc. (“Company”) and the undersigned Executive (“Executive”) is entered into effective as of January 8, 2010 (“Effective Date”), as a condition of the grant of a cash award by the Company to the Executive under the Company’s Short-Term Incentive Compensation Program or any similar future plan(s) or program(s) (“STIC Program”) and/or the grant of any performance-based (but not time based) stock options, deferred stock shares or other awards under the Company’s Stock Incentive Plan (as such plan may be amended) or any similar future plan(s) (“Stock Plan”). Any and all such cash or stock based awards under the STIC Program and/or Stock Plan are referred to herein as “Performance Based Compensation.”

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